This System for California Oral Health Reporting (hereinafter “SCOHR”) Service Agreement (hereinafter "Agreement") is by and between the County Office of Education which seeks to use SCOHR services (hereinafter "COE") whose name, address and other information appears herein thisAgreement, and the Center for Educational Development and Research, (hereinafter "SJCOE/CEDR"), a department of the San Joaquin County Office of Education with its principle place of business at 2901 Arch-Airport Road, Stockton, CA 95206.
WHEREAS, Upon subscribing to the SCOHR service, in accordance with the terms of this Agreement,the COE will be able to gather data in aggregate form from schools in participating districts or input disaggregated information from non-participating districts on the SCOHR web site and generate reports via the SCOHR web site.
NOW, THEREFORE, In consideration of the foregoing premises and the promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, SJCOE/CEDR and the COE, intending to be legally bound, hereby agree as follows:
Section 1: Employer’s Duties
The COE agrees that it will not perform or fail to perform any act which would violate federal, state, or local law. This action is ground for immediate termination of your account. You will also be in violation of this Agreement and subject to legal action. The COE also agrees to maintain the confidentiality of all student data, except as required for reporting purposes.
Section 2: Service Fees and Charges
In addition to the COE’s other duties set forth in this Agreement, the COE will be given access to the system at no charge. Participating districts within the county will be invoiced directly by SJCOE/CEDR after the disbursement of the funds by the State of California.
Section 3: Service Cancellation
The COE may at any time cancel this contract upon written notice to SJCOE/CEDR.
Section 4: Service Term
The term of this Agreement shall continue until the COE elects to cancel serviceor the COE is terminated by SJCOE/CEDR under any provisions of this Agreement. SJCOE/CEDR reserves the right to immediately terminate this Agreement upon: (i) A breach of the COEduties provided for under this Agreement; or (ii) A requirement by law or regulatory act; or (iii) the COEbecomes insolvent or commits any act of bankruptcy, or a petition for involuntary bankruptcy is filed against the COE, or the COEmakes a general assignment for the benefit of creditors under the bankruptcy or insolvency laws.
Section 5: Regulatory Compliance
The COErepresents and warrants that it will conform to any and all laws, rules, regulations, requirements and/or other standards that are established by regulatory agencies. The COEspecifically acknowledgesand agrees that SJCOE/CEDR has not and is not expected to provide the COEwith any analysis, interpretation or advice regarding compliance with any aspect of any such laws, regulations, or guidelines.
Section 6: Limitations of Damages
SJCOE/CEDR shall not be held liable for any indirect, incidental, special or consequential damages or loss of revenue or profits arising under or with respect to this Agreement, event if SJCOE/CEDR has been advised of possibility of such the damages.
Section 7: Indemnification
SJCOE/CEDR agrees to indemnify, defend and hold harmless theCOEfor and against any and all actions, claims, complaints, formal or informal, caused or the result of negligence of SJCOE/CEDR.
The COEagrees to indemnify, defend and hold harmless SJCOE/CEDR for and against any and all actions, claims, complaints, formal or informal, caused or the result of negligence ofthe COE.
Section 8: Relationship of the Parties
This Agreement is and between two independent parties and is not intended to and shall not be construed to create a relationship of agent, servant, employee, partnership, joint venture or association.
Section 9: Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. No change, waiver, or discharge hereof shall be valid unless it is in writing and is executed by the party against whom such change, waiver, or discharge is sought to be enforced.
Section 10: Binding Effect
This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.
I/We have carefully examined the provisions of the Agreement and I/we hereby accept to have read and fully understood the terms stated therein.
Signed this______day of______20______
To start for the fiscal year of ______
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Print NameAddress
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SignatureCity/State/Zip
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OrganizationTelephone
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E-Mail AddressFax Number
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SJCOE/CEDR – SCOHR Agreement
2901 Arch-Airport Road, Stockton, CA95206
Return to Fax Number: (209) 468-9235